Henry Klehm III
RENAISSANCERE HOLDINGSAbout Henry Klehm III
Independent director since 2006 (Class III), age 66. Partner at Jones Day since 2008; Practice Leader for Securities Litigation and SEC Enforcement since 2017. Former Global Head of Compliance at Deutsche Bank (2002–2007); former Chief Regulatory Officer and Deputy General Counsel at Prudential Financial (1999–2002); earlier senior roles at the SEC, including Senior Associate Director of the Northeast Regional Office—bringing deep regulatory, compliance, and enforcement expertise to RNR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner; Practice Leader, Securities Litigation & SEC Enforcement | 2008–present; Practice Leader since Jan 2017 | Advises boards and institutions on risk, compliance, regulation, governance |
| Deutsche Bank AG | Global Head of Compliance | 2002–2007 | Led global compliance; oversight of regulatory risk |
| Prudential Financial | Chief Regulatory Officer; Deputy General Counsel | 1999–2002 | Regulatory oversight; corporate governance support |
| U.S. SEC (Northeast Regional Office) | Senior Associate Director (and other positions) | Prior to 1999 | SEC enforcement and supervision experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None (public company boards) | — | — | — |
Board Governance
- Committee assignments: Chair, Corporate Governance and Human Capital Management Committee; members alongside David Bushnell and Cynthia Trudell .
- Independence: Board determined Klehm is independent under NYSE and RNR’s stricter guidelines .
- Attendance: Board met 4x; principal committees met 4x; each director attended ≥75% of Board and committee meetings in 2024; all directors attended the 2024 AGM .
- Board leadership: Independent Non‑Executive Chair (James L. Gibbons); executive sessions of independent directors held quarterly .
- Committee mandate: Governance/Human Capital oversees CEO and director pay, equity/incentive plans, succession planning, related-party transaction oversight, ESG/DEI, and shareholder proposals; authority to engage independent consultants .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑employee director retainer |
| Committee chair retainer | $35,000 | Governance & Human Capital Chair |
| Total cash (2024) | $160,000 | Retainer + chair fee |
| Equity grant (2024) | $164,832 grant-date fair value | 738 restricted shares granted Mar 1, 2024; vest over 3 years in equal annual installments starting Mar 1, 2025 |
| Total (cash + equity) | $324,832 (2024) | — |
| Vesting & dividends | Time-vested RS; dividends paid currently on RS; RS accelerate upon board separation unless for cause | |
| Plan limits | Director comp cap $1.5M per year under 2016 LTI Plan |
Performance Compensation
- Directors do not receive performance-based equity (e.g., PSUs) or options; equity is time-vested restricted shares only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; no RNR execs served where RNR directors were executives in 2024 |
| Consultant relationships | Mercer (Marsh McLennan subsidiary) serves as independent comp consultant; other Marsh McLennan subsidiaries brokered ~37% GPW and 29% ceded written premiums, plus $15,000 investment consulting; committee assessed Mercer’s independence and concluded no conflicts under SEC/NYSE rules . |
Expertise & Qualifications
- Regulatory and enforcement (SEC), global compliance (Deutsche Bank), corporate governance and risk oversight (Jones Day). Skills matrix alignment: Risk/Compliance/Regulation; Corporate Governance; Financial & Audit; Strategic Transactions .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Mar 5, 2025) | 19,740 common shares; <1% of outstanding |
| Shares outstanding reference | 49,004,247 shares (record date) |
| Unvested restricted shares (included in beneficial total) | 1,439 RS (director fee grants not yet vested) |
| Vested shares (approx.) | 18,301 (beneficial total minus unvested RS; beneficial totals include unvested RS) |
| Ownership guidelines | Must hold shares equal to 5x annual cash retainer; all independent directors except Jeworrek/Mester had met requirements as of Dec 31, 2024; Jeworrek and Mester compliant due to new joiner status (no open-market purchase requirement) |
| Hedging/pledging | Prohibited under director trading policies |
Governance Assessment
- Strengths: Long-tenured independent director (since 2006) with deep SEC enforcement and global compliance background; chairs the governance/compensation committee responsible for pay design, succession, and related-party oversight—aligned with investor expectations for independent oversight .
- Alignment: Receives meaningful equity via time-vested RS; subject to 5x retainer ownership guideline; anti‑hedging/pledging policy in place; beneficial ownership reported; no related-party transactions disclosed for Klehm .
- Engagement signal: 2024 say‑on‑pay support at 72% prompted enhanced disclosure, simplification of bonus metrics, and affirmation to avoid further one‑time awards—actions overseen by his committee; indicates responsiveness to shareholder feedback .
- Potential risk indicators and mitigants:
- Consultant conflicts perception: Mercer’s parent (Marsh McLennan) has extensive brokerage relationships with RNR; committee assessed and concluded independence, but the magnitude (37% GPW; 29% ceded premiums) warrants continued scrutiny by investors .
- Board structure: Classified board maintained; RNR cites stability/continuity rationale; some investors prefer declassified boards—ongoing engagement disclosure mitigates concern .
- Attendance: All directors met ≥75% attendance—no red flag .
- Related parties: Disclosed transactions involve other directors (e.g., Gibbons/Coralisle); none identified for Klehm .
RED FLAGS: None specific to Klehm disclosed. Monitor consultant independence dynamics (Mercer/Marsh McLennan brokerage links), and continued responsiveness to say‑on‑pay feedback given 2024’s 72% support .
Appendix: Board & Compensation Context (for pay-for-performance analysis)
- Board/committee meetings (2024): Board 4; Audit 4; Governance & Human Capital 4; Investment & Risk 4; Standing Committee 1 .
- Executive compensation program shifts (context for his committee oversight): Increased weighting of financial metrics (Adjusted Operating ROE vs target 50%; GPW vs budget 20%) and reduced qualitative metrics 30%; 2024 annual incentive payout 176% of target; performance share payout for 2022–2024 180%—reflecting strong results and integration of Validus .